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Between:

1. Native Language Solutions UK Limited, incorporated and registered in England and Wales with company number 12523020, whose registered office is at Eac/ 67 Wingate Square, London, United Kingdom, SW4 0A trading as Edit Insider (“Edit Insider”); and

2. You (“Customer” ‘’Client’’).

Background:


The Customer wishes to engage Edit Insider for the provision of its Services and Edit Insider is willing to provide the Services in accordance with the terms of this agreement.

IT IS AGREED:


1. INTERPRETATION


1.1. Definitions

“Business Day” means 9:00am to 5:00pm Monday to Friday excluding public holidays in England and Wales.

“Confidential Information” means any information of a confidential nature as described in clause 9.2.

“Deliverables” means all documents, products, and materials developed by Edit Insider or its agents, subcontractors, consultants, or employees, in relation to the Services provided in any form.

“Document” includes, in additional to any document in writing, any drawing, plan, diagram, design, image, tape, disk, or any other device or record embodying information in any form.

“In-put material” means all Documents, information, and materials provided by the Customer relating to the Services.

“Intellectual Property Rights” or ‘IPR’ means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, common coding libraries, rights to use, and protective confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in future in any part of the world.

“Pre-existing Materials” means all Documents, information and materials provided by Edit Insider or its agents, subcontractors, consultants, or employees relating to the Services which existed prior to the commencement of this agreement.

“Services” means the services to be provided by Edit Insider under this agreement.

“Subsidiary” has the meaning given in clause 1.5.

“Edit Insider’s Team” means all directors, managers, employees, consultants, agents, and subcontractors engaged in relation to the Services and who are appointed under clause 3.3.

“VAT” means value added tax chargeable under the Value Added Tax Act 1994.

1.1 Clause and paragraph headings shall not affect the interpretation of this agreement.

1.2 A Person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

1.3 A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.

1.4 A reference to a holding company or a subsidiary means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in section 1159(1)(b) and (c) as a member of another company even if its shares in that other company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee.

1.5 Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.9 A reference to writing or written includes fax and e-mail.

1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.11 References to clauses are to the clauses and of this agreement.

1.12 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding or following those terms.

2. COMMENCEMENT AND DURATION



2.1 Edit Insider shall provide the Services to the Customer on the terms and conditions of this agreement.

2.2 This agreement shall continue in force unless one of the parties gives notice in writing.

3. EDIT INSIDER’S RESPONSIBILITES

3.1 Edit Insider shall provide the Services and deliver any Deliverables to the Customer in accordance with this agreement, and shall allocate sufficient resources to the Services to enable it to comply with this obligation.

3.2 Edit Insider shall meet any deadlines as to the performance date. Time is not of the essence of the agreement unless otherwise stated by us.

3.3 Edit Insider shall:

3.3.1 Co-operate with the Customer in all matters relating to the Services;

3.3.2 Provide all equipment, tools, or other items required to provide the Services;

3.3.3 Ensure that all goods, materials, standards, and techniques used in providing the Services are of good quality and are free from defects in workmanship, installation, and design.

3.3.4 Comply with all applicable laws and regulations relating to the provision of the Services;

3.3.5 Ensure Edit Insider’s Team use reasonable skill and care in the performance of the Services.

3.4 Edit Insider acknowledges and agrees that:

3.4.1 The Customer is entering into this agreement on the basis of the Proposal, and description of Services.

3.4.2 If it considers that the Customer is not, or may not, be complying with any of the Customers obligations, it shall only be entitled to rely on this as relieving Edit Insider’s performance under this agreement:

3.4.2.1 To the extent that it restricts or precludes performance of the Services by Edit Insider.

3.4.2.2 If Edit Insider, promptly after the actual or potential non-compliance has come to its attention, has notified details to the Customer in writing.

4. CUSTOMERS OBLIGATIONS

The Customer Shall:

4.1 Co-operate with Edit Insider in all matters relating to the Services, and to appoint as it thinks fit, a Customers Manager in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the Services.

4.2 Provide such information as Edit Insider may reasonably request and the Customer considers reasonable necessary, in order to carry out the Services, in a timely manner, and ensure that it is accurate in all material respects;

5. CHANGE CONTROL

5.1 If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.

5.2 If either party has made requests to make a change to the scope or execution of the Services, Edit Insider shall, within a reasonable time, provide a written estimate to the Customer of;

5.2.1 The likely time required to implement the change.

5.2.2 Any necessary variations to Edit Insider’s charges arising from the change; and

5.2.3 Any other impact of the change on this agreement.

5.3 Unless both parties consent to a proposed change, there shall be no change to this agreement.

5.4 If both parties consent to a proposed change, the change shall be made, only after the agreement of the necessary variations to Edit Insider’s charges the Services and any other relevant terms of this agreement has been varied in accordance with clause 15.

5.5 If Edit Insider requests a change to the scope or execution of the Services, in order to comply with any applicable safety or statutory requirements, and such changes do not materially affect the nature, scope of, or charges for the Services, the Customer shall not unreasonably withhold or delay consent to it. Unless Edit Insider’s request was attributable to the Customer’s non-compliance with the Customer’s obligations, neither Edit Insider’s charges nor any other terms of this agreement shall vary as a result of such change.

6. CHARGES AND PAYMENT

6.1 In consideration of the provision of the Services by Edit Insider, the Customer shall pay the charges in accordance with this clause 6. The charges shall be paid in Great British Pound, unless otherwise agreed in writing by Edit Insider.

6.2 The charges and payments by the Customer exclude VAT, which Edit Insider shall add to its invoices at the appropriate rate.

6.3 Payment terms of the Services will vary on a case to case basis. Edit Insider may ask the Customer to make a deposit payment, payment in advance, or post payment. We may request that the Customer makes the payment to a Channel Partner of Edit Insider.

6.4 The Customer shall pay each invoice which is properly due and submitted to it by Edit Insider, within 14 days of receipt, to a bank account nominated in writing by Edit Insider.

6.5 If a party fails to make any payment due to the other party under this agreement by the due date for payment, then, without limiting the other party’s remedies under clause 17, the defaulting party shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.

6.6 In relation to payments disputed in good faith, interest under clause 6.4 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

6.7 Invoices covering payment in respect of materials purchased by, or Services provided to, Edit Insider, or for reimbursement of expenses, shall be payable by the Customer only if accompanied by relevant receipts and prior written approval was obtained from the Customer.

6.8 The parties agree that Edit Insider may review and increase the charges provided that such charges will not be increased more than once in any 12 month period. Edit Insider will give the Customer not less than 1 month notice of any increase. If such increase is not acceptable to the Customer, it may terminate this agreement by giving 1 month notice to Edit Insider.

7. QUALITY OF SERVICES

7.1 Edit Insider warrants to the Customer that:

7.1.1 Edit Insider will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry for similar Services.

7.1.2 The Services will materially confirm with all descriptions provided to the Customer by Edit Insider, including any relevant proposal or description.

7.1.3 The Services will be provided in accordance with all applicable legislation from time to time in force, and Edit Insider will inform the Customer as soon as it becomes aware of any changes in that legislation.

7.2 The Customer’s rights under this agreement are in addition to the statutory terms implied in favour of the Customer by the Supply of Goods and Services Act 1982 and any other statute.

7.3 The provision of this clause 7 shall survive any performance, acceptance, or payment pursuant to this agreement and shall extend to any substituted or remedial Services provided by Edit Insider.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Edit Insider shall own all Intellectual Property Rights in existence as at the date of this agreement and which are created in the provision of the Services. Nothing in this agreement is intended to transfer any title, right, or interest in such Intellectual Property Rights to the Customer.

8.2 In relation to any claim (including threats) or dispute brought to the Customer’s attention, the Customer shall:

8.2.1 Upon becoming aware, notify Edit Insider of such a claim (including threats) or dispute;

8.2.2 Allow Edit Insider, to conduct all negotiations and proceedings to settle the IPR’s claim;

8.2.3 Provide Edit Insider with reasonable assistance regarding the IPR’s claim;

8.2.4 Not, without prior consultation with Edit Insider, make any admission in relation to the IPR’s claim, or attempt to settle it, provided that Edit Insider considers and defends any IPR, using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute.

9. CONFIDENTIALITY

9.1 Both parties undertake that each shall not at any time during this agreement, and for a period of 5 years after termination of this agreement, disclose to any person any In-put Material (in the case of Edit Insider), Pre-existing Material (in the case of the Customer), technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature, or any other confidential information concerning the disclosing party’s business or its products which the receiving party may obtain in connection with entering into this agreement, except as permitted by clause 9.2.

9.2 Both parties may disclose Confidential Information:

9.2.1 To its employees, agents, consultants, or subcontractors (and in the case of Edit Insider, Edit Insider’s Team) as need to know such information for the purpose of discharging its obligations under this agreement. The party in receipt of such information shall ensure that its employees, agents, consultants, or subcontractors to whom it discloses the Confidential Information comply with this clause 9; and

9.2.2 As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

9.3 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this agreement.

9.4 All materials, equipment and tools, drawings, specifications and data supplied by one party to the other shall, at all times, be and remain the exclusive property of the party supplying such materials, equipment and tools, drawings, specifications, and data, but shall be held by the receiving party in safe custody at its own risk and maintained and kept in good condition by that party until returned to the supplying party and shall not be disposed of or used other than in accordance with any written instruction or authorisation.

10. LIMITATION OF LIABILITY

10.1 Edit Insider’s total liability under or in connection with this agreement shall be limited to £100,000. This limit shall apply howsoever that liability arises, including, without limitation, a liability arising by breach of contract, arising by tort, (including, without limitation, the tort of negligence) or arising by breach of statutory duty.

10.2 Nothing within this clause shall exclude or limit liability for:

10.2.1 Death or personal injury caused by negligence; or

10.2.2 Fraud or fraudulent misrepresentation.

10.3 Edit Insider will not be liable to the Customer, whether in contract, tort, or restitution, or breach of statutory duty, or otherwise, for any:

10.3.1 Loss of profit; or

10.3.2 Loss of goodwill; or

10.3.3 Loss of business; or

10.3.4 Loss of business opportunity; or

10.3.5 Loss of anticipated saving; or

10.3.6 Loss of corruption of data or information; or

10.3.7 Special, indirect, or consequential damage or loss

Suffered by the Customer arising under, or in connection with this agreement.

11. TERMINATION

11.1 Edit Insider may terminate this agreement with immediate effect by giving written notice to the Customer if:

11.1.1 The Customer fails to pay any amount due under this agreement on the due date for payment and remains in default for more than 14 days after being notified in writing to make such payment.

11.1.2 The Customer commits a material breach of any term of this agreement, where the breach is irremediable, or if such a breach is remediable, fails to remedy that breach within a period of 14 days.

11.1.3 The Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.

11.1.4 A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer’s business activities.

11.1.5 An application is made to court, or an order is made for the appointment of an administrator, or if notice of intention to appoint an administrator is given, over the other party.

12. CONSEQUENCES OF TERMINATION

12.1 On termination of this agreement for any reason, Edit Insider shall immediately deliver to the Customer:

12.1.1 A refund of any sums paid in advance for the Services which have not been received by the Customer as a result of the termination of the agreement.

12.2 On termination of this agreement for any reason, the Customer shall immediately pay to Edit Insider all sums due and owing to it in connection with this agreement.

12.3 Both parties shall return, destroy, or otherwise deal with any Confidential Information as the disclosing party shall wish for it to be dealt with.

12.4 On termination or expiry of this agreement, the following clauses shall continue in force: clause 8, clause 9, clause 11, and clause 22.

12.5 Termination or expiry of this agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

13. REMEDIES

13.1 If any Services are not supplied in accordance with this agreement or Edit Insider fails to comply with any terms of this agreement, the Customer shall be entitled (without prejudice to any other right or remedy) to exercise the following remedy:

13.1.1 To require Edit Insider to carry out such additional work as is necessary to correct Edit Insider’s failure.

14. FORCE MAJEURE

14.1 A force majeure event is any circumstance not within a party’s reasonable control., including, without limitation: acts of god, flood, drought, earthquake, tsunami, or other natural disaster, epidemic, pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, imposition of sanctions, armed conflict, nuclear, chemical, or biological contamination, sonic boom, collapse of buildings, fire, explosion, or accident, or interruption or failure of utility services.

14.2 Provided it has complied with this clause 14, if a party is prevented, hindered, or delayed in or from performing any of its obligations under this agreement by a force majeure event , the affected party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

14.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended to the same extent as those of the affected party

14.4 The affected party shall:

14.4.1 As soon as practicable after the start of the Force Majeure Event, but no later than 7 business days from its start, notify the other party in writing of the event, the date on which it started, it’s likely or potential duration, and the effect of the event on its ability to perform any obligations under this agreement.

14.4.2 Use all reasonable endeavours to mitigate the effect of the event on the performance of its obligations.

15. VARIATION

15.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. WAIVER

16.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach.

16.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy.

17. RIGHTS AND REMEDIES

17.1 The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18. SEVERANCE

18.1 If any provision or part provision of this agreement becomes invalid, illegal, or unenforceable, this shall not affect the validity and enforceability of the rest of this agreement.

18.2 If it comes to the attention of either party that any provision or part provision of this agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable.

19. AGREEMENT IN FULL

19.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and assurances between them, whether written or oral.

19.2 Nothing in this agreement is intended to, or shall be deemed to, establish any

partnership or joint venture between any of the parties, constitute any party the agent of another party.

20. THIRD PARTY RIGHTS

20.1 No one other than a party to this agreement shall have any right to enforce any of its terms.

21. NOTICES

21.1 Any notice or other communication given to a party in connection with this agreement shall be in writing and shall be:

21.1.1 Delivered by hand by pre-paid first-class post or other next working day delivery service at its registered office; or

21.1.2 Sent by email to the nominated email address.

22. GOVERNING LAW

22.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes) shall be governed and construed in accordance with the law of England and Wales.

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